FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 31st, 2008 • Clinical Data Inc • Laboratory analytical instruments • New York
Contingent Value Rights Agreement, dated [________] [___], 2008, by and among Clinical Data, Inc. (“Parent”), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive a number of shares of Parent common stock, $0.01 par value per share (the “Parent Common Stock”), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-___) (the “Registration Statement”) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the “Commission”) and has become effective in accordance with the Securities Act of 1933 (the “Act”). This Agreement is entered into in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 27, 2008 by and amo
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 31st, 2008 • Clinical Data Inc • Laboratory analytical instruments • New York
This Intellectual Property Security Agreement dated as of October 27, 2008 (“Security Agreement”), is made by Avalon Pharmaceuticals, Inc., a Delaware corporation (“Grantor”), in favor of Clinical Data, Inc. (“Secured Party”).
AVALON PHARMACEUTICALS, INC. NOTE PURCHASE AGREEMENT October 27, 2008 Funds Provided by CLINICAL DATA, INC.Note Purchase Agreement • October 31st, 2008 • Clinical Data Inc • Laboratory analytical instruments • New York
This Note Purchase Agreement (this “Agreement”) is entered as of this 27th day of October, 2008 by and between Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and Clinical Data, Inc. (the “Buyer”).
FORM OF VOTING AGREEMENTVoting Agreement • October 31st, 2008 • Clinical Data Inc • Laboratory analytical instruments • Delaware
This Voting Agreement (“Agreement”) is entered into as of October 27, 2008, by and between Clinical Data, Inc., a Delaware corporation (“Parent”), and [ ] (“Stockholder”).
